LUXEMBOURG Law and Practice Contributed by: Philipp Mössner, Anna Lindner, Chara Papagiannidi and Maria Gusinski, GSK Stockmann SA
GSK Stockmann SA 44, Avenue John F. Kennedy L-1855 Luxembourg Tel: +352 271 802 00 Fax: +352 271 802 11 Email: luxembourg@gsk-lux.com Web: www.gsk-lux.com
1. Types of Company, Share Classes and Shareholdings 1.1 Types of Company Luxembourg corporate law offers a variety of differ- ent company types adapted to the needs of a global financial centre. The most commonly used company types include: • private limited liability companies ( société à responsabilité limitée – S.à r.l.); • public limited liability companies ( société anonyme – SA); • simple partnerships ( société en commandite simple – SCS); • special partnerships ( société en commandite spé- ciale – SCSp); • partnerships limited by shares ( société en com- mandite par actions – SCA); and • simplified joint stock companies ( société par actions simplifiée – SAS). 1.2 Types of Company Used by Foreign Investors As Luxembourg is an international financial centre, Luxembourg corporate law offers a tool box of struc- turing options that are highly appreciated by foreign investors. Foreign investors make use of the variety of company types available in Luxembourg, depend- ing on the type of investment they wish to make. The choice of corporate form largely depends on features such as the transferability of its shares/units, the required shareholder involvement for management decisions, and regulatory and tax considerations.
Funds Being the second largest investment fund centre glob- ally and the largest in Europe, Luxembourg is home to a variety of different fund structures. The company types available to a fund depend on the fund type. UCITS, for example, must be organised as an SA, SCA or fonds commun de placement (FCP). Fund types such as the SIF, SICAR, Part II Fund and RAIF can choose from among corporate structures such as S.à r.l., SA, SCS, SCSp, SCA and FCP. Alternative investment funds (AIFs) that do not fall under one of these specific fund regimes are typically organised as partnerships, such as the SCS and SCSp. Any type of fund in any corporate form may be established as a European Long-Term Investment Fund (ELTIF), which may be distributed to professional investors and retail investors. Listed Companies Companies that are listed or that intend to list equity on a stock exchange are typically organised in the form of an SA or SCA due to the fungibility of shares in these company types. Issuers of debt instruments can also use the S.à r.l., which is not suitable for equity listing but can be attractive for debt listings. Holding and Securitisation Companies Securitisation companies and holding companies are typically set up in the form of an S.à r.l. or SA. 1.3 Types or Classes of Shares and General Shareholders’ Rights Types of Shares The most common share type issued by the S.à r.l. and SA are ordinary shares, which may be issued with or without par value. Shares can be issued in bearer,
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